ASB BANCORP, INC. (NASDAQ:ASBB) Files An 8-K Other Events
Item 8.01
Attached as Exhibit 99.1 hereto is a copy of a letter to ASB
Bancorp, Inc. shareholders dated August 24, 2017.
| (d) | Exhibits |
| 99.1 |
Letter to ASB Bancorp, Inc. shareholders dated August 24, 2017. |
FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995 giving ASB Bancorps (the Company) and First Bancorps
(FBNC) expectations or predictions of future financial or
business performance or conditions. Forward-looking statements
are typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions,
prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by
similar expressions. Such forward-looking statements include, but
are not limited to, statements about the benefits of the
combination of the Company and FBNC, including future financial
and operating results, expected cost savings, expected impact on
future earnings, the combined companys plans, objectives,
expectations and intentions and other statements that are not
historical facts. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties which change over
time. Forward-looking statements speak only as of the date they
are made and you are cautioned not to place undue reliance on any
forward-looking statements. We assume no duty to update
forward-looking statements.
In addition to factors previously disclosed in the Companys and
FBNCs reports filed with the SEC, the following factors among
others, could cause actual results to differ materially from
forward-looking statements: ability to obtain regulatory
approvals and meet other closing conditions to the merger,
including approval by the Companys shareholders, on the expected
terms and schedule; delay in closing the merger; difficulties and
delays in integrating the Company and FBNC businesses or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; changes in asset quality and
credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation;
customer borrowing, repayment, investment and deposit practices;
the introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize
cost savings or revenues or to implement integration plans and
other consequences associated with mergers, acquisitions and
divestitures; economic conditions; the reaction to the
transaction of the companies customers, employees and
counterparties; and the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Board of Governors of the Federal Reserve and
legislative and regulatory actions and reforms.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
transaction involving the Company and FBNC. This material is not
a solicitation of any vote or approval of the Companys
shareholders and is not a substitute for the proxy
statement/prospectus or any other documents which the Company and
FBNC may send in connection with the merger. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities.
In connection with the proposed transaction, FBNC has filed with
the SEC a Registration Statement on Form S-4 that includes a
proxy statement of the Company and a prospectus of FBNC, as well
as other relevant documents concerning the proposed transaction.
The proxy statement/prospectus was first mailed to the Companys
shareholders on or about August 4, 2017. Investors and security
holders are also urged to carefully review and consider each of
the Companys and FBNCs public filings with the SEC, including,
but not limited to, their Annual Reports on Form 10-K, their
proxy statements, their Current Reports on Form 8-K and their
Quarterly Reports on Form 10-Q. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF THE COMPANY
ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and shareholders may obtain a
free copy of the proxy statement/prospectus and other filings
containing information about the Company and FBNC at the SECs
website at www.sec.gov. Investors and shareholders may
also obtain free copies of the documents filed with the SEC by
the Company on its website at www.ashevillesavingsbank.com
and by FBNC on its website at
http://www.localfirstbank.com
The Company, FBNC and certain of their respective directors and
executive officers, under the SECs rules, may be deemed to be
participants in the solicitation of proxies of the Companys
shareholders in connection with the proposed transaction.
Information about the directors and executive officers of the
Company and their ownership of the Companys common stock is set
forth in the proxy statement for the Companys 2017 Annual Meeting
of Shareholders, as filed with the SEC on Schedule 14A on April
5, 2017. Information about the directors and executive officers
of FBNC and their ownership of FBNC common stock is set forth in
the proxy statement for FBNCs 2017 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A on March 27,
2017. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction. Free
copies of this document may be obtained as described in the
preceding paragraph.
ASB Bancorp Inc ExhibitEX-99.1 2 v473978_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Suzanne S. DeFerie President and Chief Executive Officer August 24,…To view the full exhibit click here
About ASB BANCORP, INC. (NASDAQ:ASBB)
ASB Bancorp, Inc. is the holding company for Asheville Savings Bank (the Bank). The Company’s principal business activity is the ownership of the outstanding shares of common stock of the Bank. The Bank is a chartered savings bank. It operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in its primary market area. It accepts deposits from the public and uses these funds to originate loans. The Bank, through a third-party registered broker-dealer, offers its customers non-deposit investment products, including mutual funds, debt, equity and government securities, retirement accounts, insurance products, and fixed and variable annuities. Its primary market area is Asheville, North Carolina and the rest of Buncombe County where it has over eight branch offices, as well as Henderson, Madison, McDowell and Transylvania Counties where it has over five branch offices and a loan production office in Mecklenburg County.